Exhibit 10.50


 


FORM OF


CHANGE OF
CONTROL SEVERANCE AGREEMENT


(For Specified
Executives of the Company (other than Section 16 Officers and the CEO))


(effective
after July 14, 2009)


 


 


This Change of
Control Severance Agreement (the “Agreement”) is
entered into this            day of                           , 20     (the “Effective Date”) between                                     
(“Executive”) and Agilent Technologies, Inc., a Delaware corporation
(the “Company”).  This Agreement supersedes and replaces all
prior agreements and understandings on the matters set forth herein between
Executive and the Company.  This
Agreement is intended to provide Executive with the compensation and benefits
described herein upon the occurrence of specific events following a change of
control of the ownership of the Company (defined as “Change of Control”).


 


RECITALS


 


A.                                    As
is the case with most, if not all, publicly-traded businesses, it is expected
that the Company from time to time may consider or may be presented with the
need to consider the possibility of an acquisition by another company or other
change in control of the ownership of the Company.  The Board of Directors of the Company (the “Board”)
recognizes that such considerations can be a distraction to Executive and can
cause the Executive to consider alternative employment opportunities or to be
influenced by the impact of a possible change in control of the ownership of
the Company on Executive’s personal circumstances in evaluating such
possibilities.  The Board has determined
that it is in the best interests of the Company and its shareholders to assure
that the Company will have the continued dedication and objectivity of
Executive, notwithstanding the possibility, threat or occurrence of a Change of
Control of the Company.


 


B.                                    The
Board believes that it is in the best interests of the Company and its
shareholders to provide Executive with an incentive to continue his or her
employment and to motivate Executive to maximize the value of the Company upon
a Change of Control for the benefit of its shareholders.


 


C.                                    The
Board believes that it is important to provide Executive with certain benefits
upon Executive’s termination of employment in certain instances upon or
following a Change of Control that provide Executive with enhanced financial
security and incentive and encouragement to Executive to remain with the
Company notwithstanding the possibility of a Change of Control.


 


D.                                    At
the same time, the Board expects the Company to receive certain benefits in
exchange for providing Executive with this measure of financial security and
incentive under the Agreement. 
Therefore, the Board believes that the Executive should provide various
specific commitments which are intended to assure the Company that Executive
will not direct Executive’s skills, experience and knowledge to the detriment
of the Company for a period not to exceed the period during which payments are
being made to Executive under this Agreement.


 


E.                                      Certain
capitalized terms used in this Agreement are defined in Article VII.


 


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The Company and Executive hereby agree as
follows:


 


ARTICLE I.



EMPLOYMENT BY THE COMPANY


 


1.1                               Executive is currently employed as an Executive II or Executive III level
employee of the Company.


 


1.2                               Executive shall be entitled to the
rights and benefits of this Agreement and this Agreement may not be terminated,
except as otherwise provided in Section 4.5, if Executive is an Executive
II or Executive III level employee of the Company on the date of the occurrence
of any event set forth in Section 2.1(a) or Section 2.2(a) hereof
(the “Section 1.2 Date.”).  The
rights and obligations of the parties hereto contained in Articles III through
VIII shall survive any termination for the longer of (i) twenty-four (24)
months following a Termination Event (as hereinafter defined) (the “Term”) or (ii) such
longer period provided for in this Agreement.


 


1.3                               The Company and Executive each
agree and acknowledge that Executive is employed by the Company as an “at-will”
employee and that either Executive or the Company has the right at any time to
terminate or to change Executive’s employment with the Company, including a
change to a position that is no longer an Executive II level employee, with or
without cause or advance notice, for any reason or for no reason.  The Company and Executive wish to set forth
the compensation and benefits which Executive shall be entitled to receive in
the event that Executive’s employment with the Company terminates under the
circumstances described in Article II of this Agreement.


 


1.4                               The duties and obligations of the
Company to Executive under this Agreement shall be in consideration for
[Executive’s past services to the Company,] Executive’s continued employment
with the Company, Executive’s compliance with the obligations described in Section 4.2,
and Executive’s execution of the general waiver and release described in Section 4.3.   The Company and Executive agree that
Executive’s compliance with the obligations described in Section 4.2 and
Executive’s execution of the general waiver and release described in Section 4.3
are preconditions to Executive’s entitlement to the receipt of benefits under
this Agreement and that these benefits shall not be earned unless all such
conditions have been satisfied through the scheduled date of payment.  The Company hereby declares that it has
relied upon Executive’s commitments under this Agreement to comply with the
requirements of Article IV, and would not have been induced to enter into
this Agreement or to execute this Agreement in the absence of such commitments.


 


ARTICLE II.



TERMINATION EVENTS


 


2.1                               Involuntary
Termination Upon or Following Change of Control.


 


(a)                                  In the event Executive’s employment
with the Company and its subsidiaries is involuntarily terminated at any time
by the Company without Cause either (i) at 


 


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the time of or within
twenty-four (24) months following the occurrence of a Change of Control, (ii) within
three (3) months prior to a Change of Control, whether or not such
termination is at the request of an “Acquiror”, or (iii) at any time prior
to a Change of Control, if such termination is at the request of an Acquiror,
then, upon such Change of Control, such termination of employment will be a
Termination Event and the Company shall pay Executive the compensation and
benefits described in and at the times provided under Article III.   For all purposes of this Agreement the term “Acquiror”
is either a person or a member of a group of related persons representing such
group that in either case obtains effective control of the Company in the
transaction or a group of related transactions constituting the Change of
Control.


 


(b)                                 In the event Executive’s employment
with the Company and its subsidiaries is either involuntarily terminated by the
Company with Cause at any time, or is involuntarily terminated by the Company
without Cause at any time other than under the circumstances described in Section 2.1(a),
then such termination of employment will not
be a Termination Event, Executive will not be
entitled to receive any payments or benefits under the provisions of this
Agreement, and the Company will cease paying compensation or providing benefits
to Executive as of Executive’s termination date.


 


2.2                               Voluntary
Termination Upon or Following Change of Control.


 


(a)                                  Executive may voluntarily terminate
his employment with the Company and its subsidiaries at any time.  In the event Executive voluntarily terminates
his employment within three (3) months of the occurrence of an event
constituting Good Reason and on account of an event constituting Good Reason,
which event occurs either (i) at the time of or within twenty-four (24)
months following the occurrence of a Change of Control, (ii) within three (3) months
prior to a Change of Control, whether or not such termination is at the request
of an Acquiror, or (iii) at any time prior to a Change of Control, if such
triggering event or Executive’s termination is at the request of an Acquiror,
then, upon such Change of Control, such termination of employment will be a
Termination Event and the Company shall pay Executive the compensation and
benefits described in and at the times provided under Article III.


 


(b)                                 In the event (i) Executive
voluntarily terminates his employment for any reason other than on account of
an event constituting Good Reason under the circumstances described in Section 2.2(a),
or (ii) Executive’s employment terminates on account of either death or
physical or mental disability, then such termination of employment will not be a Termination Event, Executive will
not be entitled to receive any
payments or benefits under the provisions of this Agreement, and the Company
will cease paying compensation or providing benefits to Executive as of the
Executive’s termination date.


 


ARTICLE III.



COMPENSATION AND BENEFITS PAYABLE


 


3.1                               Right to Benefits. 
If a Termination Event occurs, Executive shall be entitled to receive
the benefits described in this Agreement so long as Executive complies with the
restrictions and limitations set forth in Article IV; provided, further,
that the Executive must execute the employee Release (as defined in Section 4.3);
and the time period for revocation of such Release must have elapsed (an “Effective
Release”), within sixty (60) days of the 


 


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Termination Event which
Release shall remain in effect at the time that the benefits of this Article III
are paid.  If a Termination Event does not
occur, Executive shall not be entitled to receive any benefits described in
this Agreement, except as otherwise specifically set forth herein.


 


3.2                               Salary
Continuation.  Upon the occurrence of a Termination Event,
Executive shall receive one times the sum of Executive’s Base Salary plus
Target Bonus, less any applicable withholding of federal, state or local taxes
Amounts to be paid under this section shall be paid in a lump sum no later than
the later of thirty (30) days after the date of the Termination Event or the
date of an Effective Release.


 


3.3                               Health Insurance
Coverage.


 


Upon the occurrence of a Termination Event,
Executive shall be entitled to receive an amount equal to Forty-Thousand U.S.
Dollars ($40,000) (the “Health Expense Benefit”).  The purpose of the Health Expense Benefit is
to assist Executive with healthcare expenses, including additional health plan
premium payments that may result from the occurrence of a Termination
Event.  Amounts to be paid under this
section shall be paid in a lump sum no later than the later of thirty (30) days
after the date of the Termination Event or the date of an Effective Release.


 


This Section 3.3 provides only for the
Company’s payment of the Health Expense Benefit. 
This Section 3.3 does not affect the rights of Executive or
Executive’s covered dependents under any applicable law with respect to health
insurance continuation coverage.


 


3.4                               Stock Award
Acceleration.  Executive’s stock options which are
outstanding as of the date of the Termination Event (the “Stock Options”) shall
become fully vested upon the occurrence of the Termination Event and
exercisable so long as Executive complies with the restrictions and limitations
set forth in Article IV.  The
maximum period of time during which the Stock Options shall remain exercisable,
and all other terms and conditions of the Stock Options, shall be as specified
in the relevant Stock Option agreements and relevant stock plans under which
the Stock Option were granted.  The term “Stock
Options” shall not include any rights of the Executive under the Company’s
employee stock purchase plan.


 


Executive’s restricted stock awards that are
outstanding as of the date of the Termination Event (“Restricted Stock”) and
that are not subject to performance-based vesting shall become fully vested and
free from any contractual rights of the Company to repurchase or otherwise
reacquire the Restricted Stock as a result of Executive’s termination of
employment.  All shares of Restricted Stock
which have not yet been delivered to Executive or his designee (whether because
subject to joint escrow instructions or otherwise) shall be delivered to
Executive or his designee as soon as administratively feasible after the
occurrence of a Termination Event. 
Executive’s restricted stock awards that are subject to
performance-based vesting shall be covered by the terms of the applicable award
agreement.


 


The treatment of Executive’s
other awards, if any, outstanding under the 1999 Stock Plan of the Company, or
any successor plan thereto (together the “Stock Plan”), at the time of the
Termination Event shall be governed by the respective award agreement.
 This includes but is not limited to restricted stock units, awards under
the long-term performance program, and includes awards made pursuant to the
Stock Plan which may be settled in cash.


 


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3.5                               Bonus. 
If a Termination Event occurs, Executive shall receive a pro-rated bonus
under any bonus plan applicable to Executive, which is in place at the time of
the Termination Event for the performance period in which the Termination Event
occurs.  The amount of the bonus shall be
calculated under the terms of such bonus program as established by the Company,
including whether or not, or to what degree, any performance-based conditions
have been met, and shall be equal to the amount of the bonus the Executive
would have been paid under the terms of such bonus program had the Executive
continued his employment with the Company until the end of such performance
period multiplied by a fraction in which (i) the numerator is the number
of days from and including the first day of the performance period until and
including the date of the Termination Event, and (ii) the denominator is
the number of days in the performance period. 
Such bonus shall be paid on the date Executive would have received the
bonus if the Termination Event had not occurred during such performance period;
provided, however, that in any event such bonus will be paid no later than two
and one-half (2 1⁄2) months after the end of the calendar year in which the
Termination Event occurs.  Executive’s
rights to the payment provided in this Section 3.5 shall not be terminated
by the application of Section 4.2 of this Agreement.  This Section 3.5 shall not apply to
awards pursuant to the Stock Plan.


 


3.6                               Mitigation. 
Except as otherwise specifically provided herein, Executive shall not be
required to mitigate damages or the amount of any payment provided under this
Agreement by seeking other employment or otherwise, nor shall the amount of any
payment provided for under this Agreement be reduced by any compensation earned
by Executive as a result of employment by another employer or by retirement
benefits after the date of the Termination Event, or otherwise.


 


3.7                               Compliance with Section 409A.  In the event that (i) one or more
payments of compensation or benefits received or to be received by Executive
pursuant to this Agreement (“Agreement Payment”) would constitute deferred
compensation subject to Section 409A of the Internal Revenue Code of 1986,
as amended (the “Code”) and (ii)  Executive is deemed at the time of such
termination of employment to be a “specified employee” under Section 409A(a)(2)(B)(i) of
the Code, then such Payment shall not be made or commence until the earlier of (i) the
expiration of the six (6)-month period measured from the date of Executive’s “separation
from service” (as such term is at the time defined in Treasury Regulations
under Section 409A of the Code) with the Company or (ii) such earlier
time permitted under Section 409A of the Code and the regulations or other
authority promulgated thereunder; provided, however, that such deferral shall
only be effected to the extent required to avoid adverse tax treatment to
Executive under Section 409A of the Code, including (without limitation)
the additional twenty percent (20%) tax for which Executive would otherwise be
liable under Section 409A(a)(1)(B) of the Code in the absence of such
deferral.  During any period in which an
Agreement Payment to Executive is deferred pursuant to the foregoing, Executive
shall be entitled to interest on the deferred Agreement Payment at a per annum
rate equal to the highest rate of interest applicable to six (6)-month
non-callable certificates of deposit with daily compounding offered by the
following institutions:  Citibank N.A.,
Wells Fargo Bank, N.A. or Bank of America, on the date of such separation from
service. Upon the expiration of the applicable deferral period, any Agreement
Payment which would have otherwise been made during that period (whether in a
single sum or in installments) in the absence of this paragraph shall be paid
to Executive or his beneficiary in one lump sum, including all accrued
interest.


 


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ARTICLE IV.



LIMITATIONS AND CONDITIONS ON BENEFITS; AMENDMENT OF AGREEMENT


 


4.1                               Reduction in
Payments and Benefits; Withholding Taxes.  The benefits provided
under this Agreement are in lieu of any benefit provided under any other severance
plan, program or arrangement of the Company in effect at the time of a
Termination Event.  The Company shall
withhold appropriate federal, state or local income, employment and other
applicable taxes from any payments hereunder.


 


4.2                               Obligations of the
Executive.


 


(a)                                  For two years following the
Termination Event, Executive agrees not to personally solicit any of the
employees either of the Company or of any entity in which the Company directly
or indirectly possesses the ability to determine the voting of 50% or more of
the voting securities of such entity (including two-party joint ventures in
which each party possesses 50% of the total voting power of the entity) to
become employed elsewhere or provide the names of such employees to any other company
which Executive has reason to believe will solicit such employees.


 


(b)                                 Following the occurrence of a
Termination Event, Executive agrees to continue to satisfy his obligations
under the terms of the Company’s standard form of Proprietary Information and
Non-Disclosure Agreement previously executed by Executive (or any comparable
agreement subsequently executed by Executive in substitution or supplement
thereto).  Executive’s obligations under
this Section 4.2(b) shall not be limited to the Term.


 


(c)                                  It is expressly understood and
agreed that although Executive and the Company consider the restrictions
contained in this Section 4 to be reasonable, if a final judicial
determination is made by a court of competent jurisdiction that the time or
territory or any other restriction contained in this Agreement is an
unenforceable restriction against Executive, the provisions of this Agreement
shall not be rendered void, but shall be deemed amended to apply as to such
maximum time or territory and to such maximum extent as such court may
judicially determine or indicate to be enforceable.  Alternatively, if any court of competent
jurisdiction finds that any restriction contained in this Agreement is
unenforceable, and such restriction cannot be amended so as to make it
enforceable, such finding shall not affect the enforceability of any of the
other restrictions contained herein.


 


(d)                                 Executive acknowledges and agrees
that the Company’s remedies at law for a breach or threatened breach of any of
the provisions of Section 4.2(a) or Section 4.2(b) would be
inadequate and, in recognition of this fact, Executive agrees that, in the
event of such a breach or threatened breach, in addition to any remedies at
law, the Company, without posting any bond, shall, with respect to a breach or
threatened breach of Section 4.2(a) or Section 4.2(b) only,
obtain equitable relief in the form of specific performance, temporary
restraining order, temporary or permanent injunction, or any other equitable
remedy which may then be available.


 


4.3                               Employee Release
Prior to Receipt of Benefits.  Upon the occurrence of a
Termination Event, and prior to the receipt of any benefits under this
Agreement on account of the occurrence of a Termination Event, Executive shall,
as of the date of a Termination Event, 


 


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execute an employee
release substantially in the form attached hereto as Exhibit A (“Release”)
as shall be determined by the Company. 
Such employee Release shall specifically relate to all of Executive’s
rights and claims in existence at the time of such execution relating to
Executive’s employment with the Company, but shall not include (i) Executive’s
rights under this Agreement; (ii) Executive’s rights under any employee
benefit plan sponsored by the Company; or (iii) Executive’s rights to
indemnification under the Company’s bylaws or other governing instruments or
under any agreement addressing such subject matter between Executive and the
Company or under any merger or acquisition agreement addressing such subject
matter; (iv) Executive’s rights of insurance under any liability policy
covering the Company’s officers or (v) claims which Executive may not
release as a matter of law, including, but not limited to, indemnification
claims under applicable law.  It is
understood that Executive has twenty-one (21) days after receipt of the form of
Release from the Company  to consider whether to execute such employee
Release and Executive may revoke such employee Release within seven (7) days
after execution of such employee Release. 
In the event that the Executive has not received a form of
Release from the Company by the tenth (10th) day following the Termination Event,
the Executive may execute the form of Release attached hereto as Exhibit A
and that shall be deemed acceptable to the Company.  In the event Executive
does not execute such employee Release within the twenty-one (21) day period,
or if Executive revokes such employee Release within the seven (7) day
period, no benefits shall be payable under this Agreement and this Agreement
shall be null and void.  Nothing in this
Agreement shall limit the scope or time of applicability of such employee
Release once it is executed and not timely revoked.


 


4.4                               Parachute Payments. 
In the event that the any payments or
benefits received or to be received by Executive pursuant to this Agreement or
otherwise (i) constitute “parachute payments” within the meaning of Section 280G
of the Code and (ii) but for this Section 4.4, would be subject to
the excise tax imposed by Section 4999 of the Code, then the Executive’s
benefits under this Agreement shall be payable either: (A) in full, or (B) as
to such lesser amount which would result in no portion of such payments or
benefits being subject to the excise tax under Section 4999 of the Code,
whichever of the foregoing amounts, taking into account the applicable federal,
state and local income taxes and the excise tax imposed by Section 4999,
results in the receipt by the Executive on an after-tax basis, of the greatest
amount of benefits under this Agreement, notwithstanding that all or some
portion of such benefits may be taxable under Section 4999 of the
Code.  In the event that a lesser amount
is paid under clause (B) above, then the elements of the Executive’s payments
hereunder shall be reduced in such order as the
Company determines, in its sole discretion, has the least
economic detriment to the Executive.  To the extent the economic
impact of reducing payments from one or more elements is equivalent, the
reduction shall be made prorata by the Company in its sole discretion.


 


4.5                               Amendment or
Termination of This Agreement.  The Company may make amendments to this Agreement without the consent of
the Executive which are non-material and which are not adverse to
the Executive to the extent necessary or advisable to comply with laws.  Any other changes to or, terminations of this Agreement may be made only upon the
mutual written consent of the Company and Executive; provided, however, that
only prior to the Section 1.2 Date, the Company may unilaterally terminate
this Agreement following eighteen (18) months’ prior written notice to
Executive, and on or following the Section 1.2 Date this Agreement may not
be terminated.   If the Company makes any changes to this
Agreement pursuant to the first sentence of this Section 4.5 it shall
provide prompt written notice and a copy of such change to the Executive.


 


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ARTICLE V.



OTHER RIGHTS AND BENEFITS NOT AFFECTED


 


5.1                               Nonexclusivity. 
Nothing in the Agreement shall prevent or limit Executive’s continuing
or future participation in any benefit, bonus, incentive or other plans,
programs, policies or practices provided by the Company and for which Executive
may otherwise qualify, nor shall anything herein limit or otherwise affect such
rights as Executive may have under any stock option or other agreements with
the Company; provided, however, that in accordance with Section 4.1,
any benefits provided hereunder shall be in lieu of any other severance
benefits to which Executive may otherwise be entitled, including without
limitation, under any employment contract or severance plan.  Except as otherwise expressly provided
herein, amounts which are vested benefits or which Executive is otherwise
entitled to receive under any plan, policy, practice or program of the Company
at or subsequent to the date of a Termination Event shall be payable in
accordance with such plan, policy, practice or program.


 


5.2                               Employment Status. 
This Agreement does not constitute a contract of employment or impose on
Executive any obligation to remain as an employee, or impose on the Company any
obligation (i) to retain Executive as an employee, (ii) to change the
status of Executive as an at-will employee, or (iii) to change the Company’s
policies regarding termination or alteration of employment.


 


ARTICLE VI.



NON-ALIENATION OF BENEFITS


 


No benefit hereunder shall be subject to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or
charge, and any attempt to do so shall be void.


 


ARTICLE VII.



DEFINITIONS


 


For purposes of the Agreement, the following
terms shall have the meanings set forth below:


 


7.1                               “Agreement”
means this Change of Control Severance Agreement.


 


7.2                               “Base
Salary” means Executive’s annual salary (excluding bonus, any other
incentive or other payments and stock option exercises) from the Company at the
time of the occurrence of the Change of Control or a Termination Event,
whichever is greater.


 


7.3                               “Cause”
means misconduct, including but not limited to: (i) conviction of any
felony or any crime involving moral turpitude or dishonesty which has a
material adverse effect on the Company’s business or reputation; (ii) repeated
unexplained or unjustified absences from the Company; (iii) refusal or
willful failure to act in accordance with any specific lawful direction or
order of the Company or stated written policy of the Company which has a
material adverse effect on the Company’s business or reputation; (iv) a
material and willful violation of any state or federal law which if made public
would materially injure the business or reputation 


 


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of the Company as
reasonably determined by the Board; (v) participation in a fraud or act of
dishonesty against the Company which has a material adverse effect on the
Company’s business or reputation; (vi) conduct by Executive which the
Board determines demonstrates gross unfitness to serve; or (vii) intentional,
material violation by Executive of any contract between Executive and the
Company or any statutory duty of Executive to the Company that is not corrected
within thirty (30) days after written notice to Executive thereof.   Whether or not the actions or omissions of
Executive constitute “Cause” within the meaning of this Section 7.3 shall
be decided by the Board based upon a reasonable good faith investigation and
determination.  Physical or mental
disability shall not constitute “Cause.”


 


7.4                               “Change
of Control” means the occurrence of any of the following events:


 


(i)                                     The sale, exchange, lease or other
disposition or transfer of all or substantially all of the consolidated assets
of the Company to a person or group (as such terms are defined or described in
Sections 3(a)(9) and 13(d)(3) of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”)) which will continue the business of the
Company in the future; or


 


(ii)                                  A merger or consolidation involving
the Company in which the shareholders of the Company immediately prior to such
merger or consolidation are not the beneficial owners (within the meaning of Rules 13d-3
and 13d-5 promulgated under the Exchange Act) of more than 75% of the total
voting power of the outstanding voting securities of the corporation resulting
from such transaction in substantially the same proportion as their ownership
of the total voting power of the outstanding voting securities of the Company
immediately prior to such merger or consolidation; or


 


(iii)                               The acquisition of beneficial ownership
(within the meaning of Rules 13d-3 and 13d-5 promulgated under the
Exchange Act) of at least 25% of the total voting power of the outstanding
voting securities of the Company by a person or group (as such terms are
defined or described in Sections 3(a)(9) and 13(d)(3) of the Exchange
Act).


 


7.5                               “Company”
means Agilent Technologies, Inc., a Delaware corporation, and any
successor thereto.


 


7.6                               “Good
Reason” means (i) a more than $10,000 reduction of Executive’s
rate of compensation as in effect immediately prior to the Effective Date of
this Agreement or in effect immediately prior to the occurrence of a Change of
Control, whichever is greater, other than reductions in Base Salary that apply
broadly to employees of the Company or reductions due to varying metrics and
achievement of performance goals for different periods under variable pay
programs; (ii) either (A) failure to provide a package of benefits
which, taken as a whole, provides substantially similar benefits to those in
which the Executive is entitled to participate immediately prior to the
occurrence of the Change of Control (except that employee contributions may be
raised to the extent of any cost increases imposed by third parties) or (B) any
action by the Company which would significantly and adversely affect Executive’s
participation or reduce Executive’s benefits under any of such plans in
existence the day prior to the Change of Control, other than changes that apply
broadly to employees of the Company; (iii) change in Executive’s duties,
responsibilities, authority, job title, or reporting relationships resulting in
a significant diminution of position, excluding for this purpose an isolated,
insubstantial and inadvertent action not taken in bad faith which is remedied
by the Company 


 


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within thirty (30) days
after notice thereof is given by Executive; (iv) request that Executive
relocate to a worksite that is more than 35 miles from his prior worksite,
unless Executive accepts such relocation opportunity; (v) failure or
refusal of a successor to the Company to assume the Company’s obligations under
this Agreement, as provided in Section 8.7; or (vi) material breach
by the Company or any successor to the Company of any of the material provisions
of this Agreement.  For purposes of
clause (iii) of the immediately preceding sentence, Executive’s duties,
responsibilities, authority, job title or reporting relationships shall not be
considered to be significantly diminished (and therefore shall not constitute “Good
Reason”) so long as Executive continues to perform substantially the same
functional role for the Company as Executive performed immediately prior to the
occurrence of the Change of Control, even if the Company becomes a subsidiary or
division of another entity.


 


7.7                               “Target Bonus”
means that amount (expressed as a percentage of Executive’s Base Salary) equal
to Executive’s “target bonus” as defined under the Company’s Performance-Based
Compensation Plan for Covered Employees (or the comparable term or standard
under the Company’s cash incentive plan in effect at the time of Executive’s
Termination Event if the Performance-Based Compensation Plan for Covered
Employees is no longer in effect at such time) as set for the Executive by the
Compensation Committee of the Board of Directors or other authorized body,
covering the twelve-month period ending at the end of the performance period
during which the Executive’s Termination Event occurs.


 


7.8                               “Termination
Event” means an involuntary termination of employment described in Section 2.1(a) or
a voluntary termination of employment described in Section 2.2(a).


 


7.9                               Termination of
employment for purposed of this Agreement means a separation from
service within the meaning of Treasury Regulation § 1.409A-1(h).  The Executive shall not be deemed to have
separated from service if the Executive continues to provide services to the
Company at an annual rate that is fifty percent or more of the services rendered,
on average, during the immediately preceding three full years of employment
with the Company (or if employed by the Company less than three years, such
lesser period); provided, however, that a separation from service will be
deemed to have occurred if the Executive service with the Company is reduced to
an annual rate that is less than twenty percent of the services rendered, on
average, during the immediately preceding three full years of employment with
the Company (or if employed by the Company less than three years, such lesser
period). For purposes of this Section 7.9 only and for determining whether
a Executive has experienced a separation from service, the “Company” shall mean
the Company and its affiliates that are treated as a single employer under
section 414(b) or (c) of the Code.


 


ARTICLE VIII.



GENERAL PROVISIONS


 


8.1                               Notices. 
Any notices provided hereunder must be in writing and such notices or
any other written communication shall be deemed effective upon the earlier of
personal delivery (including personal delivery by telex or facsimile) or the
third day after mailing by first class mail, to the Company at its primary
office location and to Executive at Executive’s address as listed in the
Company’s payroll records.  Any payments
made by the Company to Executive


 


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under the terms of this Agreement
shall be delivered to Executive either in person or at such address as listed
in the Company’s payroll records.


 


8.2                               Severability.  It is the intent of the parties to this
Agreement that whenever possible, each provision of this Agreement will be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement is held to be invalid, illegal or
unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability will not affect
any other provision or any other jurisdiction, but this Agreement will be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provisions had never been contained herein.


 


8.3                               Waiver.  If either party should waive any breach of
any provisions of this Agreement, that party shall not thereby be deemed to
have waived any preceding or succeeding breach of the same or any other
provision of this Agreement.


 


8.4                               Complete Agreement.  This Agreement, including Exhibit A,
constitutes the entire agreement between Executive and the Company and it is
the complete, final, and exclusive embodiment of their agreement with regard to
this subject matter.  It is entered into
without reliance on any promise or representation other than those expressly
contained herein.


 


8.5                               Counterparts.  This Agreement may be executed in separate
counterparts, any one of which need not contain signatures of more than one
party, but all of which taken together will constitute one and the same
Agreement.


 


8.6                               Headings.  The headings of the Articles and Sections
hereof are inserted for convenience only and shall neither be deemed to
constitute a part hereof nor to affect the meaning thereof.


 


8.7                               Successors and Assigns.  This Agreement is
intended to bind and inure to the benefit of and be enforceable by Executive
and the Company, and their respective successors, assigns, heirs, executors and
administrators, except that Executive may not delegate any of Executive’s
duties hereunder and may not assign any of Executive’s rights hereunder without
the written consent of the Company, which consent shall not be withheld
unreasonably.  Any successor to the
Company (whether direct or indirect and whether by purchase, merger,
consolidation, liquidation or otherwise) to all or substantially all of the
Company’s business and/or assets shall assume the Company’s obligations under
this Agreement in the same manner and to the same extent as the Company would
be required to perform such obligations in the absence of a succession.  For all purposes under this Agreement, the
term “Company” shall include any successor to the Company’s business and/or
assets, whether or not such successor executes and delivers an assumption
agreement referred to in the preceding sentence or becomes bound by the terms
of this Agreement by operation of law or otherwise.


 


8.8                               Attorney Fees.  If either party hereto brings any action to
enforce such party’s rights hereunder, the prevailing party in any such action
shall be entitled to recover such party’s reasonable attorneys’ fees and costs
incurred in connection with such action.


 


8.9                               Arbitration.  In order to ensure rapid and economical
resolution of any dispute which may arise under this Agreement, Executive and
the Company agree that any and all disputes or controversies, arising from or
regarding the interpretation, performance, enforcement 


 


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or termination of this Agreement
shall submitted to JAMS for non-binding mediation.  If complete agreement cannot be reached
within 60 days after the date of submission to mediation, any remaining issues
will be submitted to JAMS to be resolved by final and binding arbitration under
the JAMS Arbitration Rules and Procedures for Employment Disputes.  The reference to JAMS shall refer to any
successor to JAMS, if applicable.  BY ENTERING INTO THIS AGREEMENT, THE COMPANY AND
EXECUTIVE ACKNOWLEDGE THAT THEY ARE WAIVING THEIR RIGHT TO JURY TRIAL OF ANY
DISPUTE COVERED BY THIS AGREEMENT.


 


8.10                        Choice of Law.  All questions concerning the construction,
validity and interpretation of this Agreement will be governed by the law of
the State of California.


 


8.11                        Construction of Agreement.  In the event of a
conflict between the text of the Agreement and any summary, description or
other information regarding the Agreement, the text of the Agreement shall
control.


 


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IN WITNESS WHEREOF, the parties have
executed this Agreement effective on the day and year written above.


 


 


	
  Agilent
  Technologies, Inc., 

  	
   

  	
   

  	
   EXECUTIVE

  
	
  a Delaware corporation

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   Signature

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  



 


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Exhibit A


 





















 


CONFIDENTIAL


 


GENERAL
RELEASE AND AGREEMENT


 


This General Release and Agreement (the “Agreement”)
is made and entered into by                   (“Executive”).  The Agreement is part of an agreement between
Executive and Agilent Technologies, Inc. (“Agilent’) to terminate
Executive’s employment with Agilent on terms that are satisfactory both to
Agilent and to Executive.  Therefore,
Executive agrees as follows:


 


1.                                       Executive agrees to attend a Functional Exit Interview on
                        ,
20     at which time all company property and
identification will be turned in and the appropriate personnel documents will
be executed.  Thereafter, Executive
agrees to do such other acts as may be reasonably requested by Agilent in order
to effectuate the terms of this agreement. 
Executive agrees to remove all personal effects from his current office
within seven days of signing this agreement and in any event not later than
                      ,
20    .


 


2.                                       Executive agrees not to make any public statement or statements to
the press concerning Agilent, its business objectives, its management
practices, or other sensitive information without first receiving Agilent’s
written approval.  Executive further
agrees to take no action which would cause Agilent or its employees or agents
any embarrassment or humiliation or otherwise cause or contribute to Agilent’s
or any such person’s being held in disrepute by the general public or Agilent’s
employees, clients, or customers.


 


3.                                       Executive, on behalf of Executive’s heirs, estate, executors,
administrators, successors and assigns does fully release, discharge, and agree
to hold harmless Agilent, its officers, agents, employees, attorneys,
subsidiaries, affiliated companies, successors and assigns from all actions,
causes of action, claims, judgments, obligations, damages, liabilities, costs,
or expense of whatsoever kind and character which he may have, including but not limited to;


 


a.                                       any claims relating to employment discrimination on account of
race, sex, age, national origin, creed, disability, or other basis, whether or
not arising under the Federal Civil Rights Acts, the Age Discrimination in
Employment Act, California Fair Employment and Housing Act, the Rehabilitation
Act of 1973, the Americans With Disabilities Act, any amendments to the
foregoing laws, or any other federal, state, county, municipal, or other law,
statute, regulation or order relating to employment discrimination;


 


b.                                      any claims relating to pay or leave of absence arising under the
Fair Labor Standards Act, the Family Medical Leave Act, and any similar laws
enacted in California;


 


c.                                       any claims for reemployment, salary, wages, bonuses, vacation pay,
stock options, acquired rights, appreciation from stock options, stock
appreciation rights, benefits or other compensation of any kind; 


 


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d.                                      any claims relating to, arising out of, or connected with
Executive’s employment with Agilent, whether or not the same be based upon any
alleged violation of public policy; compliance (or lack thereof) with any
internal Agilent policy, procedure, practice or guideline; or any oral,
written. express, and/or implied employment contract or agreement, or the
breach of any terms thereof, including but not limited to, any implied covenant
of good faith and fair dealing; or any federal, state, county or municipal law,
statute, regulation, or order whether or not relating to labor or employment; and


 


e.                                 any claims relating to, arising out of, or connected with any
other matter or event occurring prior to the execution of this Agreement
whether or not brought before any judicial, administrative, or other tribunal.


 


The foregoing release shall not apply to (i) Executive’s
rights under the Amended and Restated Change of Control Severance Agreement
between Executive and the Company; (ii) Executive’s rights under any
employee benefit plan sponsored by the Company; (iii) Executive’s rights
to indemnification under the Company’s bylaws or other governing instruments or
under any agreement addressing such subject matter between Executive and the
Company or under any merger or acquisition agreement addressing such subject
matter; (iv) Executive’s rights of insurance under any liability policy
covering the Company’s officers or (v) claims which Executive may not
release as a matter of law, including, but not limited to, indemnification
claims under applicable law.


 


4.                                       Executive represents and warrants that Executive has not assigned
any such claim or authorized any other person or entity to assert such claim on
Executive’s behalf.  Further, Executive
agrees that under this Agreement Executive waives any claim for damages
incurred at any time in the future because of alleged continuing effects of
past wrongful conduct involving any such claims and any right to sue for
injunctive relief against the alleged continuing effects of past wrongful
conduct involving such claims.


 


5.                                       In entering into this Agreement, the parties have intended that
this Agreement be a full and final settlement of all matters, whether or not
presently disputed, that could have arisen between them.


 


6.                                       Executive understands and expressly agrees that
this Agreement extends to all claims of every nature and kind whatsoever, known
or unknown, suspected or unsuspected, past or present and all rights under Section 1542
of the California Civil Code and/or any similar statute or law or any other
jurisdiction are hereby expressly waived. 
Such section reads as follows:


 


“Section 1542.  A general release does not extend to claims
which the creditor does not know or suspect to exist in his favor at the time
of executing the release, which if known by him must have materially affected
his settlement with the debtor.”


 


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7.                                       It is expressly agreed that the claims released pursuant to this
Agreement include all claims against individual employees of Agilent, whether
or not such employees were acting within the course and scope of their
employment.


 


8.                                       Executive understands and agrees that, as a condition of this
Agreement, Executive shall not be entitled to any employment (including
employment as an independent contractor or otherwise) with Agilent, its
subsidiaries or related companies, or any successor, and Executive hereby
waives any right, or alleged right, of employment or re-employment with
Agilent.  Executive further agrees not to
apply for employment with Agilent in the future and not to institute or join any
action, lawsuit or proceeding against Agilent, its subsidiaries, related
companies or successors for any failure to employ Executive.  In the event Executive should secure such
employment, it is agreed that such employment is voidable without cause in the
sole discretion of Agilent.  After terminating
Executive’s employment, should Executive become employed by another company
which Agilent merges with or acquires after the date of this Agreement,
Executive may continue such employment only if Agilent makes offers of
employment to all employees of the acquired or merged company.


 


9.                                       Executive agrees that the terms, amount and fact of settlement
shall be confidential until Agilent Technologies needs to make any required
disclosure of any agreements between Agilent and Executive.  Therefore, except as may be necessary to
enforce the rights contained herein in an appropriate legal proceeding or as
may be necessary to receive professional services from, an attorney,
accountant, or other professional adviser in order for such adviser to render
professional services, Executive agrees not to disclose any information
concerning these arrangements to anyone, including, but not limited to, past,
present and future employees of Agilent, until such time of the public filings.


 


10.                                 At Agilent’s request, Executive shall cooperate fully in
connection with any legal matter, proceeding or action relating to Agilent.


 


11.                                 The terms of this Agreement are intended by the parties as a final
expression of their agreement with respect to such terms as are included in this
Agreement and may not be contradicted by evidence of any prior or
contemporaneous agreement.  The parties
further intend that this Agreement constitutes the complete and exclusive
statement of its terms and that no extrinsic evidence whatsoever may be introduced
in any judicial or other proceeding, if any, involving this Agreement.  No modification of this Agreement shall be
effective unless in writing and signed by both parties hereto.


 


12.                                 It is further expressly agreed and understood that Executive has
not relied upon any advice from Agilent Technologies, Inc. and/or its
attorneys whatsoever as to the taxability, whether pursuant to federal, state,
or local income tax statutes or regulations or otherwise, of the payments made
hereunder and that Executive will be solely liable for all tax obligations, if
any, arising from payment of the sums specified herein and shall hold Agilent
Technologies, Inc. harmless from any tax obligations arising from said
payment.


 


13.                                 If there is any dispute arising out of or related to this
Agreement, which cannot be settled by good faith negotiation between the
parties, such dispute will be submitted to JAMS for non-binding mediation.  If complete agreement cannot be reached
within 60 days of 


 


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submission to mediation, any remaining
issues will be submitted to JAMS for final and binding arbitration pursuant to
JAMS Arbitration Rules and Procedures for Employment Disputes.  The reference to JAMS shall refer to any
successor to JAMS, if applicable.  BY ENTERING INTO THIS AGREEMENT, EXECUTIVE
ACKNOWLEDGES THAT EXECUTIVE IS WAIVING EXECUTIVE’S RIGHT TO JURY TRIAL OF ANY
DISPUTE COVERED BY THIS AGREEMENT.


 


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14.                                 The following notice is provided in accordance
with the provisions of Federal Law:


 


You have
up to twenty-one days (21) days from the date this General Release and
Agreement is given to you in which to accept its terms, although you may accept
it any time within those twenty-one (21) days. 
You are advised to consult with an attorney regarding this
Agreement.  You have the right to revoke
your acceptance of this Agreement at any time within seven (7) days from
the date you sign it, and this Agreement will not become effective and
enforceable until this seven (7) day revocation period has expired.  To revoke your acceptance, you must send a
written notice of revocation to Agilent Technologies, Inc., Attention:
Senior Vice President and General Counsel located at 5301 Stevens Creek
Boulevard, MS 1A-11, Santa Clara, CA
          by 5:00 p.m.
on or before the seventh day after you sign this Agreement.


 


EXECUTIVE
FURTHER STATES THAT EXECUTIVE HAS HAD THE OPPORTUNITY TO CONSULT WITH THE
ATTORNEY OF EXECUTIVE’S CHOICE, THAT EXECUTIVE HAS CAREFULLY READ THIS
AGREEMENT, THAT EXECUTIVE HAS HAD AMPLE TIME TO REFLECT UPON AND CONSIDER ITS
CONSEQUENCES, THAT EXECUTIVE FULLY UNDERSTANDS ITS FINAL AND BINDING EFFECT,
THAT THE ONLY PROMISES MADE TO EXECUTIVE TO SIGN THIS AGREEMENT ARE THOSE STATED
ABOVE OR IN THAT CHANGE OF CONTROL SEVERANCE AGREEMENT BETWEEN AGILENT AND
EXECUTIVE, AND THAT EXECUTIVE IS SIGNING THIS AGREEMENT VOLUNTARILY.


 


IN WITNESS WHEREOF, this Agreement has
been executed in duplicate originals on the dates indicated below, and shall
become effective as indicated above.


 


 


	
  EXECUTIVE

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  



 


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